Unassociated Document







Exhibit 10.88




 


SUBSCRIPTION AGREEMENT


 


VIRAL GENETICS, INC.


2290 Huntington Drive, Suite 100 


San Marino, CA 91108


 


THE SERIES A PREFERRED STOCK AND COMMON STOCK OF VIRAL GENETICS, INC., INCLUDING THAT COMMON STOCK ACQUIRABLE UPON EXCHANGE OF THE SERIES A PREFERRED STOCK, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this "Agreement") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED UNDER THE STATE SECURITIES LAWS OF ANY STATE. THE SECURITIES ARE BEING SOLD IN RELIANCE ON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS. THE SECURITIES AND RIGHTS PURSUANT TO THIS AGREEMENT CANNOT BE SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS, INCLUDING REGULATION S PROMULGATED UNDER THE ACT.


 


ALL OFFERS AND SALE OF SAID SECURITIES BY NON-U.S. PERSONS PRIOR TO THE EXPIRATION OF A PERIOD COMMENCING ON THE DATE OF THE CLOSING OF THIS OFFERING AND ENDING ONE-YEAR THEREAFTER SHALL ONLY BE MADE IN COMPLIANCE WITH THE SAFE HARBOR CONTAINED IN REGULATION S, PURSUANT TO THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION, AND ALL OFFERS AND SALES AFTER THE EXPIRATION OF THE ONE-YEAR PERIOD SHALL BE MADE ONLY PURSUANT TO REGISTRATION OR AN EXEMPTION FROM REGISTRATION.


 


This Agreement shall constitute the irrevocable offer of the undersigned to purchase, in the amounts and subject to the terms set forth in this Agreement, 3,500,000 shares of the Series A Preferred Stock of Viral Genetics, Inc., a Delaware corporation (the "Company") ("Shares"), (the Shares referred to herein as the "Securities"), for the purchase price of $252,000. On execution by both parties, this Agreement shall become a bilateral agreement binding on both the undersigned and the Company. Each part of this Agreement must be completed by the undersigned and, by execution below, the undersigned acknowledges that it understands that the Company is relying on the accuracy and completeness hereof in complying with its obligations under applicable securities laws.


 


On the foregoing, it is hereby agreed as follows:


 


1.           SUBSCRIPTION. The undersigned hereby irrevocably subscribes for the purchase of the Securities. The undersigned is tendering to the Company:


 



	
(a)  

	
one signed copy of this Agreement; and








	
(b)  

	
payment in the amount of $252,000 by way of the tender and assignment hereof of principal and accrued interest under the Secured Revolving Credit Note issued to the undersigned by the Company (the "Purchase Price").







 


2.           GENERAL REPRESENTATIONS OF SUBSCRIBER. The undersigned hereby represents and warrants as follows:









  





  











  






 


(a)  The undersigned is over the age of 18 years;


 


(b)  The undersigned acknowledges that neither the United States Securities and Exchange Commission nor the securities commission of any state or other federal agency has made any determination as to the merits of purchasing these securities;


 


(c)  The undersigned has received and read, or had opportunity to do same, all of the Company's filings made on the OTCIQ News and Disclosure system and available at www.otcmarkets.com including the "Quarterly Report" and "Consolidated Financial Statements" for the three months ended March 31, 2012; the "Annual Report" and "Consolidated Financial Statements" for the fiscal year ended December 31, 2011; the "Initial Company Information and Disclosure Statements" for the nine months and three months ending September 30, 2009 and March 31, 2009, respectively; the "Articles of Incorporation Amendment" filed May 15, 2009; and the "Supplemental Information — Current Reporting Obligations Filing — Merger" filed April 24, 2009; as well as all prior filings made on the SEC EDGAR system including, without limitation, the Form 10-KSB, as amended, for the fiscal year ended December 31, 2006, the Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007, all Current Reports on Form 8-K, all other filings and disclosures made on the OTCIQ News and Disclosure system and available at www.otcmarkets.com, all press releases, and other information; and the undersigned understands the risk of an investment in the Company, acknowledging that an investment in the Company inherently involves high risks.


 


(d)  The undersigned, either alone or with the assistance of one or more advisers engaged by it, has such knowledge and experience in business and financial matters that it or they is capable of evaluating the Company, its business operations, and the risks and merits of an investment in the Company;


 


(e)  The undersigned has been provided with all materials and information requested by the undersigned or its representatives, including any information requested to verify any information furnished, and the undersigned has been provided the opportunity for direct communication between the Company and its representatives and the undersigned and its representatives regarding the purchase made hereby, including the opportunity to ask questions of and receive answers from the Company including with regards to any of the information described in 2 (c) above;


 


(f)  All information which the undersigned has provided to the Company or its agents or representatives concerning the undersigned's suitability to invest in the Company is complete, accurate, and correct as of the date of the undersigned's signature on this Agreement. Such information includes, but is not limited to, information concerning the undersigned's personal financial affairs, business position, and the knowledge and experience of the undersigned and the undersigned's advisers;


 


(g)  The undersigned has no present intention of dividing any of the securities or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of the securities, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance;


 


(h)  The undersigned was at no time solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicitation in connection with the offer, sale, or purchase of the securities through this Agreement; and


 


(i)  The undersigned has adequate means of providing for its current needs and possible contingencies and has no need now and anticipates no need in the foreseeable future, to sell any portion of the securities for which the undersigned hereby subscribes. The undersigned is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, is able to hold the securities for an indefinite period of time, and has a sufficient net worth to sustain a loss of the entire investment, in the event such loss should occur.


 




  





  











  






(j)          The undersigned is an Accredited Investor, and has completed the following Accredited Investor Qualifying Questionnaire:


 


PERSONAL FINANCIAL INFORMATION. The following information pertaining to the undersigned as a natural person and U.S. Persons within the meaning of Regulation S is being provided here in lieu of furnishing a personal financial statement.


 


(a)   My individual net worth, or joint net worth with my spouse, excluding any primary residence, exceeds $1,000,000.


 


Yes [  ]                      No [  ]


______


INITIAL


 


(b)   My individual income in 2010 and 2011 exceeded $200,000 in each such year, and I reasonably expect my individual income will be in excess of $200,000 in 2012.


 


Yes [  ]                      No [  ]


______


INITIAL


 


(c)   The joint income of my spouse and I in 2010 and 2011 exceeded $300,000 in each such year, and I reasonably expect our joint income will be in excess of $300,000 in 2012.


 


Yes [  ]                      No [  ]


______


INITIAL


 


(d)   Considering the foregoing and all other relevant factors in my financial and personal circumstances, I am able to bear the economic risk of an investment in the Company.


 


Yes [  ]                      No [  ]


______


INITIAL


 


3.           REPRESENTATIONS REGARDING EXEMPTIONS AND RESTRICTIONS ON TRANSFER. The undersigned represents that the securities are being acquired without a view to, or for, resale in connection with any distribution of the securities or any interest therein without registration or other compliance under the Act, and that the undersigned has no direct or indirect participation in any such undertaking or in the underwriting of such an undertaking. The undersigned understands that the securities have not been registered, but are being acquired by reason of a specific exemption under the Act as well as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the securities may, under certain circumstances, be inconsistent with this exemption and may make the undersigned an "underwriter" within the meaning of the Act. The undersigned acknowledges that the securities must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Act or an exemption from such registration is available. The Company is under no obligation to register the securities under the Act or under Section 12 of the Securities Exchange Act of 1934, as amended. The certificates representing the securities will bear a legend restricting transfer, except in compliance with applicable federal and state securities statutes.


 




  





  











  






4.           GENERAL. The undersigned further understands, acknowledges, and agrees that:


 


(a)  This Agreement is registered in the name of the undersigned on the books of the Company at its principal offices, and no transfer hereof shall be valid and binding on the Company unless made at such offices by the registered holder or his attorney-in-fact duly authorized in writing. The Company may deem and treat the person in whose name this Agreement is registered as the absolute owner hereof for the purpose of receiving any securities issuable pursuant hereto and for all other purposes.


 


(b)  This Agreement shall be construed in accordance with and governed by the laws of the state of California.


 


(c)  This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof.


 


(d)  Notwithstanding any of the representations, warranties, acknowledgments, or agreements made herein by the undersigned, the undersigned does not waive any rights granted to the undersigned under federal and state securities laws.


 


(e)  The undersigned will hold title to the securities as follows:


 


_____     Community Property


 


_____     Joint Tenants, with Right of Survivorship


 


_____     Tenants in Common


 


_____     Separate Property


 


                                 __X__     Other  ___________________________________________________________________________________


(Single Person, Trust, Etc., Please Indicate


 


 


 


 


 




 




  





  











  






 


DATED this  12  day of  August, 2012.


 


 



 



	 	 	Best  Investments Trust
	 	 	 
	 	 	 
	

Tax Identification Number or


Social Security Number

	 	
Type or Print Name of Subscriber(2) in exact 


Form to be Used on Records of the Company


	 	 	 
	Address:	 	 
	 	 	 
	
P.O. Box 100

	 	/s/ illegible
	Number and Street	 	Signature
	 	 	 
	illegible	 	 
	City, State and Postal Code	 	Signature of Joint Subscriber, If Any
	 	 	 
	USA	 	 
	Country	 	Date





 






 


 


ACCEPTANCE OF SUBSCRIPTION


 


The foregoing is hereby accepted this   12 day of  August 2012.


 




	 	

VIRAL GENETICS, INC.

	 
	 	 	 	 
	
 

	
By: 

	/s/ illegible	 
	 	 	

Duly Authorized Officer

	 







 


 


 









  





  











  






 


SCHEDULE B


 


GENERAL REPRESENTATIONS OF SUBSCRIBER. You hereby represent and warrant as follows:


 


(a)   You are over the age of 18 years;


 


(b)   You acknowledges that neither the United States Securities and Exchange Commission nor the securities commission of any state or other federal agency has made any determination as to the merits of purchasing these securities;


 


(c)   You have received and read or had opportunity to do same, all of the Company's filings made on the OTCIQ News and Disclosure system and available at www.otcmarkets.com including the "Quarterly Report" and "Consolidated Financial Statements" for the three months ended March 31, 2012; the "Annual Report" and "Consolidated Financial Statements" for the fiscal year ended December 31, 2011; the "Initial Company Information and Disclosure Statements" for the nine months and three months ending September 30, 2009 and March 31, 2009, respectively; the "Articles of Incorporation — Amendment" filed May 15, 2009; and the "Supplemental Information — Current Reporting Obligations Filing — Merger" filed April 24, 2009; as well as all prior filings made on the SEC EDGAR system including, without limitation, the Form 10-KSB, as amended, for the fiscal year ended December 31, 2006, the Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007, all Current Reports on Form 8-K, all other filings and disclosures made on the OTCIQ News and Disclosure system and available at www.otcmarkets.com, all press releases, and other information; and the undersigned understands the risk of an investment in the Company, acknowledging that an investment in the Company inherently involves high risks;


 


(d)   You, either alone or with the assistance of one or more advisers engaged by you, have such knowledge and experience in business and financial matters that you are capable of evaluating the Company, its business operations, and the risks and merits of an investment in the Company;


 


(e)   You have been provided with all materials and information requested by you or your representatives, including any information requested to verify any information furnished, and you have been provided the opportunity for direct communication between the Company and its representatives and you and your representatives regarding the purchase made hereby, including the opportunity to ask questions of and receive answers from the Company;


 


(f)   All information which you have provided to the Company or its agents or representatives concerning your suitability to invest in the Company is complete, accurate, and correct as of the date of your signature on this Letter Agreement. Such information includes, but is not limited to, information concerning your personal financial affairs, business position, and knowledge and experience;


 


(g)   You have no present intention of dividing any of the securities or the rights under this Letter Agreement with others or of reselling or otherwise disposing of any portion of the securities, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance;


 


(h)          You were at no time solecited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of generaladvertising or solicitation in connection with the offer, sale, or purchase of the securities through this Letter Agreement; and


 




  





  











  


(i)          You have adequate means of providing for your current needs and possible contingencies and have no need now and anticipate no need in the foreseeable future, to sell any portion of the securities for which you hereby exchange. You are able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, are able to hold the securities for an indefinite period of time, and have a sufficient net worth to sustain a loss of the entire investment, in the event such loss should occur.




 


PERSONAL FINANCIAL INFORMATION. The following information pertaining to you as a natural person and U.S. Persons within the meaning of Regulation S is being provided here in lieu of furnishing a personal financial statement.


 


(a) My individual net worth, or joint net worth with my spouse, excluding any primary residence, exceeds $1,000,000.


 


Yes [  ]                      No [  ]


______


INITIAL


 


(b) My individual income in 2010 and 2011 exceeded $200,000 in each such year, and I reasonably expect my individual income will be in excess of $200,000 in 2012.


 


Yes [  ]                      No [  ]


 


______


INITIAL


 


(c) The joint income of my spouse and I in 2010 and 2011 exceeded $300,000 in each such year, and I reasonably expect our joint income will be in excess of $300,000 in 2012.


 


Yes [  ]                   No [  ]


______


INITIAL


 


(d) Considering the foregoing and all other relevant factors in my financial and personal circumstances, I am able to bear the economic risk of an investment in the Company.


 


Yes [  ]                    No [  ]


______


INITIAL


 


REPRESENTATIONS REGARDING EXEMPTIONS AND RESTRICTIONS ON TRANSFER. You represent that the securities are being acquired without a view to, or for, resale in connection with any distribution of the securities or any interest therein without registration or other compliance under the Act, and that you have no direct or indirect participation in any such undertaking or in the underwriting of such an undertaking. You understand that the securities have not been registered, but are being acquired by reason of a specific exemption under the Act as well as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the securities may, under certain circumstances, be inconsistent with this exemption and may make you an "underwriter" within the meaning of the Act. You acknowledge that the securities must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Act or an exemption from such registration is available. The Company is under no obligation to register the securities under the Act or under Section 12 of the Securities


 


 




  





  











  






 


[signature page to WRITTEN CONSENT OF THE SERIES A PREFERRED SHAREHOLDERS


OF VIRAL GENETICS, INC. dated AUGUST 16, 2012, and signed in counterparts]


 



	
SHAREHOLDER

	 
SIGNATURE


 	
SERIES A


SHARES VOTED

	

DATE




	
Haig Keledjian, President, Foundation for the Advancement of Health Sciences

	 /s/ Haig Keledjian	310	
     8/21/12


	
Haig Keledjian trustee, Amirian Educational Trust

	 /s/ Haig Keledjian	154,590	
 
       8/21/12




	
Haig Keledjian Trustee, Geko Trust

	 /s/ Haig Keledjian	1,860	
 
       8/21/12




	
Haig Keledjian Trustee, Bretton Securities UDT 7/20/95

	 /s/ Haig Keledjian	57,022 	
 
       8/21/12




	 	 
	
Haig Keledjian Trustee, GK Trust

	 /s/ Haig Keledjian	58,056	
 
      8/21/12




	
Haig Keledjian

	 /s/ Haig Keledjian	37,428	  8/21/12
	
Haig Keledjian Trustee Best Trust

	 /s/ Haig Keledjian	1,274,805	
     8/21/12












 


 


 


 


 


 


 


 


 




  





  











  






LETTER AGREEMENT


 


THE COMMON AND PREFERRED STOCK OF VIRAL GENETICS, INC., INCLUDING THAT COMMON STOCK ACQUIRABLE UPON EXCHANGE OF THE PREFERRED STOCK, DESCRIBED IN THIS LETTER AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AS AMENDED, OR QUALIFIED UNDER THE STATE SECURITIES LAWS OF ANY STATE. THE SECURITIES ARE BEING ISSUED IN RELIANCE ON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS. THE SECURITIES AND RIGHTS PURSUANT TO THIS AGREEMENT CANNOT BE SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS, INCLUDING REGULATION S PROMULGATED UNDER THE ACT.


 


August 15, 2012


 


Haig Keledjian


c/o 2290 Huntington Drive 


San Marino, CA 91108


 


RE: repurchase of options and warrants


 


Dear Sir:


 


Viral Genetics, Inc., a Delaware corporation (the "Company") hereby offers to exchange with you those options and/or warrants to acquire shares of common stock of the Company, as listed in the attached Schedule A (the "Options and Warrants"), for that number of Series A Preferred Shares of the Company, as indicated in Schedule A.


 


You hereby represent and warrant that you have full authority to enter into and perform under this Letter Agreement and the Options and Warrants are unencumbered and you have the right to transfer, assign, exchange and/or sell them to the Company. In addition, you make those representations and warranties in the attached Schedule B knowing that the Company is relying thereon.


 


This- Leiter Agreement shall be construed in accordance with and governed by the laws of the state of California.


 


This Letter Agreement constitutes the entire agreement between the parties respecting the subject matter hereof.


 


Please acknowledge your acceptance of the foregoing by signing this Letter Agreement where indicated below, and initial in Schedule B where indicated.


 



	  






	
VIRAL GENETICS, INC.


	 
	/s/ Haig Keledjian	 






	
Haig Keledjian, President







 


 


    ACCEPTED AND ACKNOWLEDGED:


 




	HAIG KELEDJIAN	 	 BEST INVESTMENTS INC.	 
	 	 	 	 
	/s/ Haig Keledjian	 	/s/ Haig Keledjian	 
	 	 	HAIG KELEDJIAN, PRESIDENT	 







 


 




  





  











  







 



SCHEDULE A




 



	
Control No.

	
Name

	
quantity

	
Exercise Price

	
Issue


Date

	
Expiry Date

	
Total Value

	
Series A Shares


	
option186

	
Haig Keledjian

	
3,000,000

	
$ 0.0171

	
1-Jan-12

	
31-Dec-18

	
$       9,000.00

	
62,500


	
option180

	
Haig Keledjian

	
12,000,000

	
$ 0.0418

	
16-May-11

	
31-Dec-18

	
$     24,000.00

	
250,000


	
warrant143

	
Best Investments, Inc.

	
17,006,802

	
$ 0.0440

	
15-Jun-09

	
15-Jun-14

	
$     17,006.80

	
177,154


	  	  	  	  	  	  	
Total

	
489,654







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




  





  











  






 


 


[signature page to written consent of The SHAREHOLDERS of Viral Genetics, Inc. a


Delaware Corporation, effective as of the date affixed thereof and signed in


counterparts]


 



	
SHAREHOLDER

	
SIGNATURE

	
SHARES VOTED

	
DATE


	
Haig Keledjian, President, Foundation 


for the Advancement of Health 


Sciences

	/s/ Haig Keledjian	
Common Shares:


Series A Preferred Shares: 310

	
8/21/2012


	
Haig Keledjian trustee, 


Amirian Educational Trust

	/s/ Haig Keledjian	
Series A Preferred Shares: 154,590

	
 
8/21/2012




	
Haig Keledjian Trustee, Geko Trust

	/s/ Haig Keledjian	
Common Shares: 5,932,761 Series A Preferred Shares: 1,860

	
 
8/21/2012




	
Haig Keledjian Trustee, Bretton Securities UDT 7/20/95

	/s/ Haig Keledjian	
Common Shares: 4,005,924  Series A Preferred Shares: 57,022

	
 
8/21/2012




	
Haig Keledjian Trustee, GK Trust

	/s/ Haig Keledjian	
Common Shares: 2,453,141 Series A Preferred Shares: 58,056

	
 
8/21/2012




	
Haig Keledjian

	/s/ Haig Keledjian	
Common Shares: 13,681,847 Series A Preferred Shares: 404,094

	
 
8/21/2012




	  
	
Haig Keledjian Trustee


Best Trust                               

	
  /s/ Haig Keledjian

	
Series A Preferred


Shares: 1,274,805

	
8/21/2012


	
Haig Keledjian Trustee, Tomson Voting Trust

	/s/ Haig Keledjian	
Common Shares­1,658,001 Series A Preferred Shares: 1,860

	

8/21/2012




	
Haig Keledjian, President,Best Investments, Inc.

	/s/ Haig Keledjian	
Common Shares: 17,006,802 Series A Preferred Shares: 188,964

	
8/21/2012


	
Haig Keledjian, President, Valerian Financial Services LLC.

	/s/ Haig Keledjian	
Common Shares:


1,966,380

	
8/21/2012


	  










 


 


 


 




  





  











  






VIRAL GENETICS, INC.


 


 CERTIFICATE OF AMENDMENT TO


 


THE CERTIFICATE OF DESIGNATION


 


OF SERIES A PREFERRED STOCK


 


(Pursuant to Section 151 of the Delaware General Corporation Law)


 


AUGUST 16, 2012


 


Viral Genetics, Inc., a Delaware corporation (the "Corporation"), hereby certifies that, pursuant to authority vested in the Board of Directors of the Corporation (the "Board of Directors") by Article Four of the Corporation's Certificate of Incorporation (the "Certificate of Incorporation") and pursuant to the provisions of Section 151 of the Delaware General Corporation Law, the following resolution was duly adopted by the Board of Directors on August 16, 2012;


 


RESOLVED, that Paragraph 7 "No Reissuance of Series A Preferred Stock" of the Certificate of Designation of Series A Preferred stock dated April 28, 2009, be and it hereby is, deleted in its entirety.


 


RESOLVED, that the Series A Preferred Shares shall consist of up to 10,000,000 shares.


 


IN WITNESS WHEREOF, the undersigned have hereunto set his hand as of the 16th day of August 2012.


 


 


 


 


 


 




 



	./s/ Haig Keledjian	 	/s/ Arthur Keledjian	 
	Haig Keledjian	 	Arthur Keledjian	 





 


 


 


 


 


 




  





  











  






 


 


UNANIMOUS WRITTEN CONSENT


 


OF THE BOARD OF DIRECTORS


 


OF VIRAL GENETICS, INC.


 


AUGUST 16, 2012


 


The undersigned, being all of the members of the Board of Directors of Viral Genetics, Inc., (the "Board") a Delaware corporation (the "Company"), and acting by unanimous written consent, as evidenced by the signatures set forth below, hereby adopt the following resolutions and agree that adoption of such resolutions shall be valid and with the same effect as though such resolutions had been adopted at a meeting of the Board duly noticed, called, and held.


 


The Board deems it advisable and in the best interests of the Company to amend the "Certification of Determination of Series A Preferred Stock". Accordingly


 


BE IT RESOLVED, that the board of directors hereby adopts and recommends the adoption of the following resolutions by the Company's Series A Preferred Shareholders:


 


RESOLVED, that Paragraph 7 "No Reissuance of Series A Preferred Stock" of the Certificate of Designation of Series A Preferred stock dated April 28, 2009, be and it hereby is, deleted in its entirety.


 


RESOLVED, that the Series A Preferred Shares shall consist of up to 10,000,000 shares.


 


IN WITNESS WHEREOF, the undersigned have hereunto set his hand as of the 16th day of August 2012.


 


 


 


 



	./s/ Haig Keledjian	 	/s/ Arthur Keledjian	 
	Haig Keledjian	 	Arthur Keledjian	 





 


 


 


 


 


 


 


 




  





  











  






 


[signature page to written consent of The SHAREHOLDERS of Viral Genetics, Inc. a


Delaware Corporation, effective as of the date affixed thereof and signed in


counterparts]




 








	
SHAREHOLDER

	
SIGNATURE

	
SHARES VOTED

	
DATE


	
Haig Keledjian, President,



Foundation for the


Advancement of Health


Sciences



	/s/ Haig Keledjian	
Common Shares:



21,784 
Series A Preferred 
Shares: 310







	8/21/2012
	
Haig Keledjian trustee,

	/s/ Haig Keledjian	
Series A Preferred

	8/21/2012
	
Amirian Educational Trust

	  	
Shares: 154,590

	 
	
Haig Keledjian Trustee,


Geko Trust                 

	
/s/ Haig Keledjian                   

	
 Common Shares:


5,932,761



Series A Preferred



 Shares: 1,860





	8/21/2012
	 
Haig Keledjian Trustee,

	/s/ Haig Keledjian	
Common Shares:

	8/21/2012
	
Bretton Securities UDT   


7/20/95

	 	
4,005,924


Series A Preferred Shares: 57,022

	
 


	 
Haig Keledjian Trustee,

	/s/ Haig Keledjian	
Common Shares:

	8/21/2012
	GK Trust  	
2,453,141

	 
	
                                   

	
Series A Preferred

	
 


	  	
  Shares: 58,056

	  
	 
Haig Keledjian

	/s/ Haig Keledjian	
Common Shares:

	8/21/2012
	 	
13,681,847


Series A Preferred

	 
	  	
Shares: 404,094

	  
	Haig Keledjian Trustee 	/s/ Haig Keledjian	Series A Preferred	8/21/2012
	 Best Trust                                                          	
                                                          

	
Shares: 1,274,805

	 
	Haig Keledjian Trustee,    	 
/s/ Haig Keledjian

	
Common Shares:

	8/21/2012
	Tomson Voting Trust  	
                                                

	
1,658,001

	 
	  	
Series A Preferred

	  
	  	
Shares: 1,860

	  
	Haig Keledjian, President,  	/s/ Haig Keledjian	
Common Shares:

	8/21/2012
	
Best Investments, Inc.                                                          


                                                           

	
17,006,802


Series A Preferred Shares: 188,964

	
 


	 
Haig Keledjian, President,

	/s/ Haig Keledjian	  	8/21/2012
	
Valerian Financial

	
Common Shares:

	
 


	
Services LLC.

	
1,966,380